The National Company Law Tribunal (NCLT), Mumbai Bench, has approved a ₹900 crore resolution plan submitted by Ashdan Properties Pvt. Ltd. for the revival of Rolta India Ltd., reiterating that once a resolution plan meets the requirements of the Insolvency and Bankruptcy Code, 2016, the Adjudicating Authority cannot interfere with the commercial wisdom of the Committee of Creditors (CoC).
The order was passed by a Bench comprising Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar. The Tribunal held that the resolution plan satisfied the conditions prescribed under Section 30(2) of the IBC and Regulations 37, 38, 38(1A) and 39(4) of the CIRP Regulations, and was not hit by the disqualifications under Section 29A of the Code. Approving the plan, the Bench observed that it was fully compliant with law and therefore required to be sanctioned.
Rolta India Ltd., a Mumbai-headquartered multinational technology company engaged in geospatial systems, defence technologies, business intelligence, big data analytics and engineering services, was admitted into the corporate insolvency resolution process on 19 January 2023 on a petition filed by Union Bank of India following loan defaults.
Mamta Binani was initially appointed as the Interim Resolution Professional and later confirmed as the Resolution Professional. A public announcement inviting claims was issued on 21 January 2023, and the Committee of Creditors was constituted on 9 February 2023. The total admitted claims against Rolta India amounted to nearly ₹14,000 crore, including claims arising from corporate guarantees and other creditor dues.
After evaluating multiple resolution plans, the CoC approved the proposal submitted by Ashdan Properties Pvt. Ltd. on 2 August 2024. A letter of intent was issued and accepted on 9 August 2024, along with the furnishing of a performance security of ₹25 crore. The approved plan was thereafter placed before the Tribunal for sanction.
Under the resolution plan, Ashdan Properties is required to make an upfront payment within 30 days from the date of approval. The plan provides for payment of ₹808.55 crore to secured financial creditors and ₹64.20 crore to unsecured financial creditors. Unpaid insolvency resolution process costs of about ₹2.5 crore have been provided for through a separate corpus, and the claims of government authorities and employees are also proposed to be settled in accordance with the plan.
Several objections were raised by stakeholders, including challenges to the valuation methodology adopted by the registered valuers, the extinguishment of existing share capital without consideration, and the proposed distribution of proceeds among creditors. These objections were opposed by the Resolution Professional, who submitted that the plan fully complied with Sections 30(2) and 29A of the IBC, and that no preferential, undervalued, fraudulent or extortionate transactions survived for consideration.
The Resolution Professional also pointed out that the value offered under the plan exceeded both the fair value and the liquidation value of Rolta India, and that the CoC had approved the plan after detailed deliberations. Accepting these submissions, the Tribunal rejected the objections and reiterated that it cannot reassess valuations or substitute its own view for that of the lenders once the CoC has taken a commercial decision in accordance with law.
Holding that the resolution plan was compliant with the IBC and applicable regulations, the NCLT approved the plan and directed the Resolution Professional to hand over all records, assets and documents of Rolta India Ltd. to Ashdan Properties Pvt. Ltd. to ensure timely and effective implementation. With this, the corporate insolvency resolution process of Rolta India Ltd. was brought to a close.
